Agreement - University of ND Du Lac - VPA Services for 40th US Senior Open Championship

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40TH UNITED STATES SENIOR OPEN CONTRACT— VENUES PARKS AND ARTS 9. Imro rid ni Contractors, The Host and Supporter are independent contractors with respect to each other. Nothing contained herein shall create any association, partnership, joint venture, employment, or agency relationship between them and any third party. 10. Parties in Interest. All grants, covenants, and agreements contained in this Agreement shall bind and inure to the benefit of the Parties hereto and their respective successors and assigns, provided that neither Party to this Agreement may assign or transfer any of its rights or delegate any of its duties or obligations under this Agreement without the prior written consent of the other Party., 11. gqMtrning The Parties contemplate that this Agreement will be performed in the State of Indiana. This Agreement shall be governed by, subject to, and interpreted in accordance with the laws of the State of Indiana regardless of whether this Agreement is executed in a state other than the State of Indiana and regardless of the choice of law and conflict of laws statutes and common law of the state in which this Agreement is executed or the State of Indiana. 12. Survival. All representations, warranties, and indemnities contained herein or made by the Parties hereunder shall survive the execution and delivery of this Agreement and any expiration and/or termination of this Agreement. 13. Severabihty. If any term or provision of this Agreement shall be determined to be illegal or unenforceable, all other terms and provisions of this Agreement shall nevertheless remain effective and shall be enforced to the fullest extent permitted by the applicable law. 14. t onfidentighty, Any proprietary information received by one Party regarding the operation or products of the other Party shall be treated as strictly confidential and shall be enforced to the fullest extent permitted by applicable law. 15. Attorney$' Pees. Notwithstanding any other provision of this Agreement, if either Party takes legal action to enforce the terms and conditions of this Agreement, the prevailing Party in such legal action shall be entitled to recover reasonable attorneys' fees and cost (whether incurred in a judicial or nonjudicial proceeding) from the other upon the entry of a final nonappealable judgment. 16. Further Assurances, Each Party shall take any and all steps, and execute, acknowledge and deliver any and all further documents that the other may reasonably request to effectuate the intent and purposes of this Agreement. 17. No Refunds. No refunds of any amount paid hereunder by Supporter shall be made under any circumstances, including without limitation the cancellation or rescheduling of one or more rounds of the Event. In the case of a complete cancellation of the Event by the Host or the USGA, the Host will use reasonable efforts to maximize all potential refunds to all Supporters less all out-of-pocket expenses incurred. 18. IHeadl'ngs. Headings appearing at the beginning of any subdivision of this Agreement are for convenience only and shall not be used in interpreting the provisions of this Agreement. 19. counterparts., This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same document. 20. Authoritytq xecgq,, Supporter warrants and represents that: (1) Supporter has authority to enter into this Agreement; (2) the person executing this Agreement is duly authorized and has full and legal authority to execute this Agreement and take those actions necessary so as to consummate the transactions contemplated by this Agreement; and (3) the person executing this Agreement has the power and authority to legally bind Supporter. 4